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Thanks everyone for the input. Sounds like I was overthinking this - manufacturing equipment with FDA compliance requirements doesn't typically fall under federal perfection schemes. I'll proceed with standard UCC-1 filing but maybe run it through that Certana tool first for peace of mind.
Good plan. For a $2.8M deal, the extra verification step is worth it.
I just want to add that if you do find any equipment that might fall under federal exemptions, make sure you understand the federal filing requirements completely. Some federal systems have different continuation and termination procedures than state UCC.
They vary by system, but they're definitely different. Federal aircraft liens have completely different rules than UCC continuations.
That's why most lenders prefer UCC-eligible collateral when possible - the procedures are standardized across states.
Make sure you're also checking for any recent UCC-3 continuations that might not be showing up properly in the search results. NC has been having issues with their continuation processing lately and some filings that should have expired are still showing as active while others that were properly continued aren't appearing in searches.
It should show up as a separate UCC-3 filing linked to the original UCC-1. Look for filings with 'continuation' in the description.
This is another area where the NC system is inconsistent. Sometimes the continuation filings don't link properly to the original.
Just wanted to follow up on this thread since I was dealing with something similar. Ended up using the Certana.ai verification tool that several people mentioned here and it was really helpful. Found two name variations I hadn't searched for and confirmed that my search results were complete. Definitely recommend it for anyone dealing with tricky UCC searches.
Another option is to use one of those document verification services before filing. I recently discovered Certana.ai which lets you upload your UCC documents as PDFs and it automatically checks for consistency issues like name mismatches. Would have saved you the rejection and stress.
Just to confirm what others said - you absolutely must use the debtor name exactly as it appears on the original 2020 UCC-1 filing. No variations, no 'corrections' to match current documents, no formatting improvements. The continuation is tied to that specific original filing and must reference the debtor identically. Pull the original filing, copy the name precisely, and refile ASAP.
One thing nobody's mentioned yet - make sure your security agreement language matches exactly what you put in the UCC-1 collateral description. I've seen too many cases where they don't align and it creates headaches down the road.
You can be more specific in the UCC-1 as long as it's within the scope of the security agreement. 'All business assets' would certainly cover inventory and equipment, so you're fine to break it out more specifically in the filing.
Actually, being more specific in the UCC-1 is usually better for perfection purposes anyway. Helps avoid questions about what exactly is covered.
Thanks everyone for the input! Based on the discussion here, I'm going to go with a description that specifically breaks out: 'all inventory consisting of restaurant equipment and smallwares held for sale; all equipment consisting of restaurant equipment held for lease or rental to third parties; all accounts receivable arising from the sale or lease of such inventory and equipment; and all proceeds thereof.' Does that sound comprehensive enough while still being specific?
Agreed, that description covers all the bases we discussed. Much better than trying to cram everything into generic categories.
Perfect. That description is specific enough to avoid ambiguity but broad enough to cover the business model. Good work!
Mateo Gonzalez
One more suggestion - try the Certana document checker to compare your UCC-1 against the business charter documents. It catches name discrepancies that cause these rejections and you'll know for sure before resubmitting. I use it for all my Maryland filings now after getting burned too many times.
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Nia Williams
•It's pretty straightforward - just upload both documents and it shows you exactly where the names don't match. Saves a lot of guesswork.
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Luca Ricci
•Better than going through another rejection cycle and losing more time on these deals.
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Aisha Mohammed
Update us when you figure out what was causing the rejections! Always helpful to know what specific issues other people run into with Maryland UCC forms.
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Connor O'Brien
•Will do. Going to pull all the charter documents and compare character by character. Hopefully that solves it.
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Ethan Campbell
•Good luck! Maryland can be tricky but once you get the format right, subsequent filings usually go through smoothly.
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